Terms of Use

Spacial AI, Inc.

Effective date: June 30, 2026  (supersedes the Terms & Conditions dated October 1, 2025)

PLEASE READ THESE TERMS OF USE CAREFULLY. SECTION 17 CONTAINS A BINDING ARBITRATION PROVISION, A CLASS ACTION WAIVER, AND A WAIVER OF YOUR RIGHT TO A JURY TRIAL. THESE PROVISIONS AFFECT YOUR LEGAL RIGHTS, INCLUDING HOW DISPUTES WITH US ARE RESOLVED. YOU MAY OPT OUT OF ARBITRATION WITHIN 30 DAYS AS DESCRIBED IN SECTION 17.

1. Acceptance of These Terms

These Terms of Use ("Terms") are a binding agreement between you and Spacial AI, Inc. ("Spacial," "we," "us," or "our") and govern your access to and use of the website at spacial.io and any related websites, content, platform, accounts, products, applications, and services that link to these Terms (collectively, the "Site").

By accessing or using the Site, by registering for an account, by clicking or tapping a button or checkbox indicating your acceptance, or by submitting information or a purchase through the Site, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, do not access or use the Site. You must be at least 18 years of age and have the legal authority to enter into these Terms, including, if you are using the Site on behalf of a company or other entity, the authority to bind that entity, in which case "you" refers to that entity.

2. Changes to the Terms and to the Site

We may revise these Terms from time to time. If we make material changes, we will provide notice through a prominent posting on the Site or by other reasonable means, and the changes will become effective no earlier than the date stated in the notice. For any material change to the arbitration provision in Section 17, the change will not apply to a dispute of which we had actual notice on the effective date of the change, and you may reject the change as described in Section 17. Your continued use of the Site after changes become effective constitutes acceptance of the revised Terms. We may change, suspend, or discontinue any part of the Site at any time, with or without notice, and we will not be liable to you or any third party for doing so.

3. Eligibility and Accounts

To access certain features, you may be required to create an account. You agree to provide accurate, current, and complete information and to keep it updated. You are responsible for safeguarding your login credentials and for all activity that occurs under your account, whether or not authorized by you. Notify us promptly of any unauthorized use or suspected breach of security. We may suspend or terminate your account, or refuse access, if we reasonably believe you have violated these Terms or applicable law, or to protect the security or integrity of the Site. You agree to use the Site solely for lawful business purposes related to engineering and design services, and not to misuse the Site, interfere with other users, or attempt to access restricted areas, systems, or data.

4. License and Restrictions

Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Site for your internal business or professional purposes. You agree not to:

• sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site;

• modify, adapt, translate, or create derivative works of the Site, or disassemble, decompile, reverse engineer, or otherwise attempt to derive the source code, models, or underlying structure of the Site, except to the extent this restriction is prohibited by applicable law;

• access or use the Site to build, train, or improve a similar or competitive product or service, or to benchmark against a competing offering;

• use any robot, scraper, crawler, or other automated means to access, monitor, or copy the Site or its content, or to circumvent any access or rate-limiting controls;

• interfere with or disrupt the integrity, security, or performance of the Site, or attempt to gain unauthorized access to any systems or networks; or

• copy, reproduce, distribute, republish, download, display, post, or transmit any part of the Site except as expressly permitted in these Terms.

Unauthorized use of the Site may give rise to a claim for damages and may be a criminal offense. All copyright and other proprietary notices must be retained on permitted copies. We reserve all rights not expressly granted to you.

5. Acceptable Use and User Content

You are responsible for any content, information, or materials you submit, post, upload, or transmit through the Site ("User Content"), including project information, drawings, and files. You represent and warrant that you have all rights necessary to provide your User Content and that it does not violate any law or infringe any third-party right. You grant Spacial a worldwide, royalty-free, non-exclusive, sublicensable license to use, host, store, reproduce, and display your User Content as necessary to operate and provide the Site and the services you request and to comply with law. We are not obligated to monitor User Content and may remove or disable access to any User Content at our discretion. You agree not to submit User Content that is unlawful, infringing, defamatory, harassing, or that contains malicious code.

6. Feedback

If you provide suggestions, ideas, or other feedback regarding the Site, you grant Spacial a perpetual, irrevocable, worldwide, royalty-free, fully paid license to use and exploit that feedback for any purpose without restriction or compensation to you.

7. Intellectual Property

Excluding your User Content, all intellectual property rights in and to the Site and its content, including copyrights, patents, trademarks, trade secrets, software, models, text, graphics, and the Spacial name and logo, are owned by Spacial or its licensors. These Terms do not grant you any right, title, or interest in those rights other than the limited license in Section 4. Trademarks, logos, and service marks displayed on the Site are the property of Spacial or their respective owners and may not be used without prior written consent. Trademarks that are not owned by or licensed to Spacial are acknowledged as the property of their respective owners.

8. Engineering Services and Professional Licensing

The content on the Site is provided for general information and use only and is subject to change without notice. Site content does not constitute engineering, architectural, construction, legal, or other professional advice, and your access to or use of the Site does not, by itself, create any professional or client relationship. You should not rely on Site content as a substitute for advice from a qualified, licensed professional, and your use of any information on the Site is at your own risk.

Engineering and design services, including any plans, calculations, drawings, or other deliverables prepared, reviewed, or stamped by Spacial's professionals, are provided only under a separate written agreement (such as an engineering services agreement, master services agreement, proposal, or order). Those deliverables are performed by or under the responsible charge of professionals licensed in the jurisdiction where the project is located, and are subject to the applicable professional standard of care and to that jurisdiction's licensing laws and regulations. Spacial offers regulated professional services only in jurisdictions where it and its professionals hold the required licenses or authorizations.

Permits, inspections, and final approvals are issued by the local building authority. Spacial does not control and does not guarantee any governmental review, permit, or approval. Nothing in the "as is" disclaimer in Section 11 or the limitation of liability in Section 12 reduces, waives, or disclaims any professional standard of care, or any obligation that applicable licensing law makes non-waivable, with respect to stamped engineering or design deliverables, which are governed instead by the applicable separate written agreement.

9. Purchases, Payment, and Billing

If you purchase products or services through the Site, you agree to provide current, complete, and accurate purchase and payment information. By submitting payment details, you authorize Spacial and its third-party payment processors to charge your selected payment method for the amounts due, including applicable taxes and fees. Payments are processed by third-party payment processors, and we do not store complete payment card numbers on our servers.

Prices, products, and services are subject to change. We may correct errors or inaccuracies and may cancel or refuse any order, including after it is submitted, for reasons that include pricing or description errors, suspected fraud, or a violation of these Terms. You are responsible for all applicable taxes other than taxes on Spacial's net income. If a payment fails or is past due, we may suspend or limit access to the affected products or services until payment is made. Refunds and cancellations are governed by the applicable order, proposal, services agreement, or posted refund and cancellation policy. Where engineering or design services are purchased, the separate written services agreement or order governs scope, fees, and payment terms and controls in the event of any conflict with this Section.

[Auto-renewal subsection - include only if Spacial offers auto-renewing subscriptions. If all purchases are one-time or invoiced under a services agreement, omit this paragraph.] Auto-Renewal. If you purchase a subscription that automatically renews, the renewal term, billing frequency, and price will be disclosed to you clearly and conspicuously before purchase, and you will affirmatively consent to the auto-renewal at checkout. The subscription will automatically renew at the then-current price until you cancel. You may cancel at any time through your account or by the online cancellation method we provide, effective at the end of the current billing period, and we will provide renewal and price-change notices as required by the California Automatic Renewal Law and other applicable law.

10. Third-Party Links, Advertisements, and Services

The Site may contain links to third-party websites, services, or advertisements that are not under our control, provided for your convenience. A link does not signify that we endorse the third party, and we have no responsibility for the content, products, or practices of any linked site or service. You access third-party links and services at your own risk, and the applicable third party's terms and privacy practices will apply.

11. Disclaimer of Warranties

THE SITE AND ITS CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPACIAL AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT.

We do not warrant that the Site will meet your requirements, will be available on an uninterrupted, timely, secure, or error-free basis, or that any content will be accurate, reliable, complete, or free of viruses or other harmful components. The disclaimers in this Section apply to the Site and its content. They do not apply to engineering or design deliverables furnished under a separate written agreement, which are governed by that agreement and by applicable professional standards. Some jurisdictions do not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you; where implied warranties cannot be excluded, they are limited in duration to ninety (90) days from the date of first use.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SPACIAL OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST DATA, OR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPACIAL'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SITE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO SPACIAL FOR ACCESS TO THE SITE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

This Section governs liability arising from the Site. Liability arising from engineering or design services furnished under a separate written agreement is governed by that agreement, including any limitation of liability stated there. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above may not apply to you, and nothing in these Terms limits liability that cannot be limited under applicable law.

13. Indemnification

You agree to indemnify, defend, and hold harmless Spacial and its officers, directors, employees, agents, and suppliers from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or related to your User Content, your use or misuse of the Site, your purchases, or your violation of these Terms or of any law or third-party right, including intellectual property or privacy rights.

14. Term and Termination

These Terms remain in effect while you use the Site. We may suspend or terminate your access or account at any time, for any reason, including for any violation of these Terms or applicable law. Upon termination, your right to access and use the Site ends immediately, and we may delete User Content associated with your account from our active systems, subject to our Privacy Policy and applicable law. The provisions that by their nature should survive termination will survive, including Section 7 (Intellectual Property), Section 8 (Engineering Services and Professional Licensing), Section 11 (Disclaimer of Warranties), Section 12 (Limitation of Liability), Section 13 (Indemnification), Section 15 (Release), Section 17 (Dispute Resolution and Binding Arbitration), and Section 18 (Governing Law and Venue).

15. Release

To the extent you have a dispute with one or more other users of the Site, you release Spacial and its officers, employees, agents, successors, and assigns from claims, demands, and damages of every kind arising out of or related to such disputes. If you are a California resident, you waive California Civil Code Section 1542, which states: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

16. Copyright Policy (DMCA)

We respect the intellectual property of others. If you believe material on the Site infringes your copyright, send a written notice to our designated Copyright Agent containing the information required under 17 U.S.C. Section 512(c)(3), including: your physical or electronic signature; identification of the copyrighted work claimed to have been infringed; identification of the material claimed to be infringing and information sufficient to locate it; your contact information; a statement that you have a good-faith belief that the use is not authorized; and a statement, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the owner's behalf. Under 17 U.S.C. Section 512(f), any material misrepresentation may subject you to liability. Copyright Agent: Spacial AI, Inc., 904 Industrial Ave, Palo Alto, CA 94303; info@spacial.io.

17. Dispute Resolution and Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND SPACIAL TO RESOLVE DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS THE WAY YOU CAN SEEK RELIEF, UNLESS YOU OPT OUT WITHIN 30 DAYS.

17.1 Governing Law for This Section. The Federal Arbitration Act (FAA), 9 U.S.C. Section 1 et seq., governs the interpretation and enforcement of this Section 17. In all other respects, these Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules.

17.2 Informal Resolution First. Before initiating arbitration, you and Spacial agree to try to resolve the dispute informally for at least sixty (60) days. To begin, send a written Notice of Dispute describing the nature and basis of the claim and the relief sought to Spacial AI, Inc., Attn: Legal, 904 Industrial Ave, Palo Alto, CA 94303, or to info@spacial.io. If the dispute is not resolved within sixty (60) days after the Notice is received, either party may begin arbitration. This informal-resolution requirement is a condition precedent to arbitration, and the applicable limitations period and any arbitration filing deadlines are tolled while the parties engage in this process. Any settlement offer made during this period will not be disclosed to the arbitrator until after the arbitrator determines the amount of any award.

17.3 Agreement to Arbitrate. Except for the claims described in Sections 17.8 and 17.9, you and Spacial agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Site, including their existence, breach, termination, enforcement, interpretation, scope, or validity, will be resolved by binding arbitration on an individual basis, and not in court, except that either party may bring an individual claim in small claims court if it qualifies.

17.4 Arbitration Rules and Forum. The arbitration will be administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules and, where applicable, its Mass Arbitration Supplementary Rules, as modified by these Terms. If the AAA is unavailable or unwilling to administer the arbitration consistent with these Terms, the parties will agree on an alternative administrator, or a court of competent jurisdiction will appoint one. The rules and a description of how to begin an arbitration are available at adr.org. The arbitration will be conducted by a single neutral arbitrator. The arbitrator may award the same individual remedies that a court could, must follow these Terms, and will issue a written decision explaining the essential findings and conclusions. The arbitrator's award is final and binding, and judgment on it may be entered in any court of competent jurisdiction.

17.5 Hearing and Costs. For claims seeking less than US $25,000, the arbitration may proceed, at the claimant's election, by telephone, by videoconference, or on written submissions only, without an in-person hearing. If an in-person hearing is held, it will take place in the county of your residence or principal place of business, or at another mutually agreed location. Payment of filing, administration, and arbitrator fees will be governed by the applicable AAA rules; where those rules or applicable law require Spacial to bear certain fees for consumer claims, Spacial will do so. Each party is otherwise responsible for its own attorneys' fees and costs, except that the arbitrator may award fees and costs to the extent authorized by applicable law.

17.6 Class Action Waiver. You and Spacial agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate or join the claims of more than one person and may not preside over any form of a representative or class proceeding. Subject to Section 17.7, if this class action waiver is found unenforceable as to a particular claim or request for relief, that claim or request will be severed and resolved in court, while all other claims will proceed in arbitration.

17.7 Public Injunctive Relief. The parties agree that this Section 17 does not waive, and may not be interpreted to waive, any right to seek public injunctive relief, to the extent such a waiver would be unenforceable under applicable law, including California law. If a claim for public injunctive relief is asserted, that claim will be severed from any arbitrable claims and stayed pending the completion of arbitration of the remaining claims, and the claim for public injunctive relief will then proceed in a court of competent jurisdiction. This Section 17.7 will be given effect notwithstanding any contrary provision in Section 17.6, and a finding that the class action waiver is unenforceable as to public injunctive relief will not render the remainder of this Section 17 unenforceable.

17.8 Claims Not Subject to Arbitration. Notwithstanding the foregoing, the following are not subject to mandatory arbitration: (a) an individual claim brought in small claims court that remains in that court; (b) a claim to enforce or protect, or concerning the validity of, either party's intellectual property rights, including patents, copyrights, trademarks, or trade secrets, or a claim under the Computer Fraud and Abuse Act, for which either party may seek injunctive or other equitable relief in court; and (c) any dispute that applicable law does not permit to be arbitrated. Either party may also seek emergency or temporary injunctive relief from a court to preserve the status quo pending arbitration, and doing so will not waive any right to arbitrate.

17.9 Sexual Assault and Sexual Harassment Claims. Consistent with the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021 (9 U.S.C. Sections 401 to 402), at your election, this Section 17 and the class action waiver will not apply to a dispute that constitutes a sexual assault dispute or a sexual harassment dispute as defined in that Act.

17.10 Non-Waivable Rights Preserved. Nothing in these Terms waives, limits, or restricts any right or remedy that applicable law makes non-waivable, including any non-waivable right or remedy under the California Consumer Privacy Act, as amended by the California Privacy Rights Act. Arbitration determines the forum for resolving a dispute; it does not eliminate any non-waivable statutory right.

17.11 Mass and Coordinated Arbitrations. If 25 or more similar arbitration demands are submitted by or with the coordination or assistance of the same or coordinated counsel against Spacial, the demands will be administered under the AAA Mass Arbitration Supplementary Rules, and the parties agree to a staged bellwether process: an initial set of demands will be selected and arbitrated first, the results will be used to inform a global mediation of the remaining demands, and the limitations period and filing deadlines for the non-selected demands will be tolled during this process. This Section 17.11 is intended to ensure orderly and efficient resolution and to manage administrative fees; it does not limit any individual claimant's right to an individual arbitration of that claimant's own claim.

17.12 Confidentiality. The parties will treat the existence, content, and results of an arbitration as confidential to the extent permitted by law, except as necessary to prepare for or conduct the arbitration, to enforce or challenge an award, or to comply with legal or regulatory requirements. Nothing in this provision prevents a party from communicating with, or filing a complaint with, a government agency, or from disclosing information where prohibiting disclosure would be unlawful.

17.13 Right to Opt Out of Arbitration. You may opt out of this Section 17 (other than the small claims provision) by sending written notice of your decision to opt out to Spacial AI, Inc., Attn: Legal, 904 Industrial Ave, Palo Alto, CA 94303, or to info@spacial.io, within thirty (30) days after you first accept these Terms. The notice must include your name, the email or account associated with your use of the Site, and a clear statement that you want to opt out of arbitration. If you opt out, neither you nor Spacial will be required to arbitrate, and disputes will be resolved in court as provided in Section 18. Opting out of arbitration has no effect on any other provision of these Terms.

17.14 Severability and Survival. Except as stated in Sections 17.6 and 17.7, if any part of this Section 17 is found to be unenforceable, that part will be severed and the remainder will continue in effect. This Section 17 survives termination of your relationship with Spacial.

18. Governing Law and Venue

These Terms and any dispute arising out of or relating to them or the Site are governed by the laws of the State of California, without regard to its conflict-of-laws rules, except that the FAA governs Section 17. For any dispute not subject to arbitration, or if Section 17 is found not to apply, you and Spacial submit to the exclusive personal jurisdiction and venue of the state and federal courts located in Santa Clara County, California, and you waive any objection to those courts on grounds of inconvenient forum. Where permitted by law, you and Spacial waive any right to a jury trial in any such proceeding.

19. Export Controls and Electronic Communications

The Site may be subject to U.S. export control and sanctions laws. You agree not to export, re-export, or transfer the Site or any related technical data in violation of those laws. You consent to receive communications from us electronically, and you agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that they be in writing.

20. Miscellaneous

These Terms, together with the Privacy Policy and any agreement you enter into for Spacial's products or services, constitute the entire agreement between you and Spacial regarding the Site and supersede prior agreements on that subject, including the Terms & Conditions dated October 1, 2025. Our failure to enforce any provision is not a waiver of it. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect. The word "including" means "including without limitation." Section titles are for convenience only. You may not assign these Terms without our prior written consent, and any attempted assignment in violation of this provision is void; Spacial may assign these Terms freely. Your relationship to Spacial is that of an independent party, and neither party is the agent or partner of the other. We are not liable for any failure or delay caused by events beyond our reasonable control.

California Consumers. Under California Civil Code Section 1789.3, California residents may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

21. Contact Us

Spacial AI, Inc.

904 Industrial Ave, Palo Alto, CA 94303

Email: info@spacial.io

Phone: (650) 719-4977